Statute (English version)

March 7, 2019
By City Space Architecture

City Space Architecture is registered in the Italian Revenue Agency since 13 May 2013 as a non-profit cultural association, according to the Italian Law 383/2000with the tax code IT91358070372We do not hold a VAT/GST number.

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TITLE I – Name and Registered Office

Art. 1

In the spirit of the Constitution of the Italian Republic and in accordance to articles 36 and following of the Italian Civil Code, it’s established an unrecognized association operating in the fields of art and culture with the name of "City Space Architecture". The association has its registered office in Bologna, Via Saragozza n. 135/2 (postcode 40135) and its duration is unlimited. Any change of address does not provide any statutory changes.

 

 

TITLE II – Mission and Goals

Art.2

The association aims to carry out social activities in favour of members as well as third parties, it is a non-profit organization and it operates in full respect of the freedom and dignity of its members, inspired by the principles of democracy and equality of rights of all members.

The association pursues non-profit goals which are related to the promotion of the contemporary culture of the city, urbanism and architecture, both from the theoretical point of view and through projects and operative and proactive actions on the national territory and on the international scene.

The association will carry out and / or promote activities including, without limitation:

- training activities: specialization and in-depth courses, constitution of committees or study and research groups;

- cultural activities: round tables, conferences, conventions, congresses, debates, scientific and itinerant exhibitions, surveys, seminars, lectures, organization of competitions, participation in national fairs;

- recreational initiatives: theatre and musical receptions, recreational in general, projections of movies and documentaries, thematic trips in Italy and abroad;

- publishing activity: publication, also on line, of a magazine-bulletin, publication of conference proceedings, studies and research seminars, monographs edition.

The association can also carry out any other cultural and recreational activity that are licit and adhering to the purposes of the association.

 

TITLE III - Members

Art.  3

The number of members is unlimited.

Natural persons, legal entities and non-profit organizations that share their aims and commit themselves to achieving them can be members of the Association.

Any temporal or operational limit to the association relationship itself and to the rights deriving from it is expressly excluded.

 

Art. 4

That those who wish to be admitted as a member of the association must request it to the Council Board, by signing a specific application, pledging to comply with this statute and to follow any regulations and resolutions adopted by the bodies of the Association.

In the case of a membership application presented by minors, it must be countersigned by who has the parental responsibility.

At the time of the request, accompanied by the subscription fee, a social card will be issued, the member registration will be made in the member’s register and from that moment the applicant will acquire, for all purposes, the status of member. The eventual rejection of the applications must be motivated and the aspiring member can have recourse to the first Meeting.

 

Art. 5

The qualification of member gives the following rights:

- to take part in all the activities promoted by the Association;

- to participate in the life of the association, expressing its vote in all the appropriate contexts, in particular regarding the approval and modification of the regulations of the Articles of Association and any regulations and the appointment of the governing bodies of the Association;

- to enjoy active and passive electorate; in the case of legal entities or bodies the right to access the associative positions is recognized by their legal representatives or agents.

 

Art. 6

Members must:

- follow the statute, any Regulations and the resolutions legitimately undertaken by the associative bodies;

- pay the annual membership fee established according to the activities program.

This fee must be determined annually for the upcoming year through a resolution of the Council Board and, in any case, can never be returned.

The membership fees or donations are non-transferable and non-revaluable.

 

Art. 7

The status of member is lost due to withdrawal, exclusion, failure to pay the annual membership fee or death or extinction of the legal entity or body.

 

Art. 8

The member resignation must be submitted in writing to the Council Board with the return of the membership card and it becomes effective starting from the annotation on the members register.

The member exclusion will be adopted by the Council Board towards:

a) who does not comply with the provisions of this Statute, any regulations and resolutions adopted by the bodies of the Association;

b) who carries out or attempts to carry out activities contrary to the goals of the Association;

c) who causes or can cause, in any way, serious damages, including moral damages, to the Association.

Subsequently, the decision of the Council Board must be ratified by the first ordinary meeting to be convened. During this meeting, where the member concerned must be summoned, an examination of the objections will take place together with the person concerned.

The exclusion becomes effective from the date of the annotation in the members register.

The missed payment of the annual membership fee within two months from the beginning of the financial year entails the automatic membership exclusion without the need for any formalities.

 

Art. 9

The resolutions taken regarding the exclusion must be communicated to the recipient members by letter.

Members who withdraw, have expired or excluded do not have the right to reimbursement of the annual membership fee paid.

 

TITLE IV - Economic resources and the Common Fund

Art. 10

The association draws the economic resources for its operation and for the development of its activities from:

a) member’s fee and subsidies;

b) inheritances, donations and bequests;

c) contributions by the State, regions, local authorities, institutions or public organizations, also aimed to support specific and documented programs carried out within the scope of the statutory purposes;

d) contributions from the European Union and international organizations;

e) revenues deriving from the provision of agreed services;

f) proceeds from the sale of goods and services to members and third parties, even through the carrying out of economic activities of a commercial, handcrafted or agricultural nature, carried out in an auxiliary and subsidiary manner and in any case aimed at achieving the institutional objectives;

g) volountary donations from members and third parties;

h) incomes from promotional initiatives aimed to their own financing, for example: entertainment shows, recreational activities such as parties, trips, also subscriptions to prizes;

i) other incomes compatible with the social aims of social promotion associations.

The common fund, composed - by way of example without limitation - of management surpluses, funds, reserves and all assets acquired by the Association for any reason, can never be divided between members during the life of the association or at the time of the of its dissolution.

It is forbidden to distribute, even in an indirect or deferred manner, profits or operating surpluses, as well as funds, reserves or capital, unless the destination or distribution are required by law.

The Association is obliged to reinvest any management surplus in favour of statutory institutional activities.

 

Art. 11 – Financial year

The financial year runs from January 1st to December 31st of each year.

The Council Board must prepare the economic-financial report to be submitted to the Members Meeting.

The economic-financial report must be approved by the Members Meeting within four months from the end of the financial year.

 

TITLE V – Association Bodies

Art. 12

The Association bodies are:

a) the Members Meeting;

b) the Council Board;

c) the President.

 

Art. 13

The general Member Meeting is the highest deliberative body of the Association and it is convened in ordinary and extraordinary sessions.

It is the sovereign body of the Association and its decisions are implemented by the Council Board.

 

Art. 14

The Ordinary Meeting deliberates on all the relevant topics for the management of the Association that are designated by the present statute as its competence, and on any proposal presented which is not however pertaining to the extraordinary Meeting.

In particular, the ordinary Meeting duties are:

a) the election of the Council Board;

b) the approval of the economic-financial report;

c) the approval of the program of the activities to be carried out;

d) the approval of any Regulations;

e) the deliberation on members rejections and exclusions.

 

Art. 15

The Meeting is considered extraordinary normally when it is convened to deliberate on the modifications of the Statute and on the dissolution of the Association by appointing the liquidators.

 

Art. 16

The convening of the Meeting is carried out by the President of the Council Board and publicized by notice to be posted in the offices of the registered office at least twenty days before the meeting, containing the agenda, the place (in the office or elsewhere), the date and time of the first and of the eventual second call which must take place at least one day after the first call.

The Meeting takes place at least once a year within four months following the end of the financial year for the approval of the economic-financial report.

Moreover, the Meeting is convened how many times the Council Board deems it necessary or it is requested in writing, with indication of the matters to be discussed, by the Board of Statutory Auditors (if appointed) or by at least one tenth of the members.

In the latter cases, the Meeting must take place within twenty days from the date of the request.

In the first convocation the Meeting, both ordinary and extraordinary, the quorum is regularly established when at least half plus one of the members with voting rights are present or represented.

On second call, the Meeting, both ordinary and extraordinary, is regularly established whatever the number of members with voting rights who have intervened or represented.

During the Meetings only adults members in good standing with the payment of the membership fee can vote.

The voting methods follow the single voting principle: one head, one vote.

Each member can represent in a meeting, through of written proxy, no more than one member.

The Meeting, both ordinary and extraordinary, deliberates by an absolute majority of the members present or represented by proxy in both first and second convocation, except on the dissolution of the Association, for which the favourable vote of three quarters of the members is required.

In the resolutions approving the financial statements and those concerning their responsibility, the Councillors do not have a vote.

 

Art. 17

The Meeting is chaired by the President of the Association and in his/her absence by the Vice President or by the person designated by the Meeting itself.

The appointment of the secretary is made by the president of the Meeting.

The resolutions of the Members Meeting must be recorded in the minutes of meeting, signed by the Chairman and the Secretary.

 

Art. 18

The Council Board is appointed by the Members Meeting and it is made by an odd number ranging from a minimum of 3 to a maximum of 5 members elected from among the members; the number of members is determined by the Meeting.

The members of the Board remain in office for three years and can be re-elected.

The Board elects the President and the Vice-President from among its members.

The Council Board is convened by the President whenever there is a matter to deliberate on, or when it is requested by at least one third of the members.

The call is made by letter or fax to be sent no less than eight days before the meeting.

The sessions are valid when the majority of the members intervene and the resolutions are adopted with the favourable vote of the majority of the voting participants.

The minutes of each meeting of the Council Board, prepared by the Secretary and signed by him/her and by who presided over the meeting, are kept in the records.

The Council Board is assigned with the widest powers for the management of the Association. Therefore, inter alia, by way of example, without limitation, the Board should:

a) take care of the execution of the Assemblies resolutions;

b) prepare the economic-financial report;

c) prepare any internal regulations;

d) stipulate the deeds and contracts related to social activity;

e) deliberate about the withdrawal and exclusion of members;

f) appoint the supervisors of the work commissions and of the sectors of activity in which the life of the Association is articulated;

g) perform all the acts and operations for the correct administration of the Association that are not due to the Members Meeting, including the determination of the annual membership fee;

h) to monitor the proper functioning of all social activities and their coordination.

 

Art. 19

In case of absence of one or more components as well as in case of forfeiture due to unjustified absences for at least 3 consecutive times, the Board will replace them by appointing the first among the non-elected at the Assemble for the renewal of the corporate offices that they remain in office until the end of the entire Board, after ratification by the immediately following Members Meeting.

Unable to implement this method, the Board will not proceed with any replacement until the next Members Meeting which will be responsible to elect substitutes for the reinstatement of the body until its natural expiry.

If the majority of the members fail, those who remain in office must convene the Meeting within 20 days to provide for the election of a new Board.

 

President

Art. 20

The President vests the legal representation and the legal signature of the Association.

The President, elected by the Council Board, has the task of chairing it as well as the Members Meeting, decides the agenda of the meetings of the Council Board, chairs them and coordinates the activity of the Association with criteria of initiative for all matters not exceeding ordinary administration.

The President takes care of the resolutions of the Council Board and in case of urgency he assumes the powers requesting ratification of the measures adopted in the immediately following meeting.

In case of absence or impediment, his/her duties are exercised by the Vice President.

In case of resignation, it is up to the Vice President to convene within 30 days the Council Board for the election of the new President.

 

Art. 21

In addition to the regular keeping of the social books (Meeting, Council Board, Members), must be ensured the substantial publicity and transparency of the acts relating to the activity of the Association, with particular reference to Annual Financial Statements or Reports.

These social documents, kept at the registered office, must be available to members for consultation; those who wish to have a copy of the documents will have to bear the related expenses.

 

TITLE VI - Dissolution

ART. 22

The dissolution of the Association must be deliberated by the Extraordinary Meeting with the favourable vote of at least three quarters of the members having the right to vote. In case of dissolution of the Association a liquidator will be appointed, chosen also among the non-members, who takes care of the liquidation of all movable and immovable assets and extinguishes the existing obligations.

The Meeting, upon the dissolution of the Association, will deliberate, having heard the control body in charge according to the provisions of the law, regarding the destination of the possible active residue of the Association.

All the remaining assets will be donated to other Associations that pursue similar goals or for public utility purposes and in any case for the purpose of social utility, without prejudice to the different destination imposed by law.

 

Art. 23

Any controversy concerning associations that could arise among the members or between them and any body of the Association, will be put to the judgment of an amicable composer who will judge according to equity and without procedural formalities, giving rise to irrational arbitration.

The arbitrator will be chosen by mutual agreement between the contending parties; in the absence of an agreement within 30 days, the appointment of the arbitrator will be made by the President of the Court of Bologna, Italy.

 

Art. 24

If not expressly provided for by the present Statute, the provisions of the Italian Civil Code and the provisions of the Italian law in force are applied.